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SVBI AGM Information 2024

Aug 5, 2024

51921_rns_2024-08-05_62fb57a1-8fed-43a4-9aaf-e2a1646ad5c5.pdf

AGM Information

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Stock Code: 1786

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2024 General Shareholders' Meeting

Meeting Handbook

Date: June 26, 2024 Location: No. 12, Fuxing 4th Road, Qianzhen District, Kaohsiung City (Atrium Saloon, Building A, South District, Kaohsiung Software Technology Park)

Table of Contents

Table of Contents
1. Meeting procedures 1
2. Meeting agenda 2
I. Reports 3
II. Ratifications 5
III. Discussions 6
IV. Extempore Motions 7
3. Attachments
I. 2023 Business Report 8
II. 2023 Audit Committee's Review Report 11
III. Execution of the 2nd Domestic Unsecured Convertible Corporate
Bonds 14
IV. Auditors’ Report and 2023 Parent Company Only Financial
Statements 15
V. Auditors’ Report and 2023 Consolidated Financial Statements 23
VI. 2023 Earnings Distribution Proposal 31
VII. Comparison Table for the Articles of Incorporation Before and
After Revision 32
4. Appendix
I. Articles of Incorporation (before the amendments) 35
II. Rules of Procedures for Shareholders’ Meeting 39
III. Required Minimum and Actual Shareholding Data by Directors 45

SciVision Biotech Inc.

2024 General Shareholders' Meeting Procedure

  • I. Announcement of the meeting in session (report on the share count of the shareholders attending the meeting)

  • II. Chairman's Address

  • III. Reports

  • IV. Ratifications

  • V. Discussions

  • VI. Extempore Motions

  • VII. Adjournment

1

SciVision Biotech Inc.

2024 General Shareholders' Meeting Agenda

Form of Meeting: Physical Shareholders Meeting

Time: 9:00 a.m., Wednesday, June 26, 2024

Location: No. 12, Fuxing 4th Road, Qianzhen District, Kaohsiung City

(Atrium Saloon, Building A, South District, Kaohsiung Software Technology Park)

  • I. Announcement of the Meeting in Session

  • II. Chairman's Address

  • III. Reports

  • (I) 2023 Business Report.

  • (II) Audit Committee’s Review Report on 2023 Financial Statements.

  • (III) 2023 Remuneration for Employees and Directors.

  • (IV) Excution Report on the 2nd Domestic Unsecured Convertible Corporate Bond.

  • (V) Appropriation of 2023 Earnings and Cash Distribution for Capital Surplus.

  • IV. Ratifications

  • (I) Ratification of 2023 Business Report and Financial Statements.

  • (II) Ratification of the Proposed Distribution of 2023 Earnings.

  • V. Discussions

  • Proposed Partial Amendments to the "Articles of Incorporation".

  • VI. Extempore Motions

  • VII. Adjournment

2

[Reports]

  • I. 2023 Business Report, hereby submitted for review. Explanation: For the 2023 Business Report, please refer to Attachments I on p. 8-10 of this handbook.

  • II. Audit Committee’s Review Report on 2023 Financial Statements, hereby submitted for review.

  • Explanation: For the 2023 Audit Committee's Review Report, please refer to Attachments II on p. 11-13 of this handbook.

  • III. 2023 Remuneration for Employees and Directors, hereby submitted for review. Explanation: 1.According to Article 18 of the Company's Articles of Incorporation, if the Company has a profit in a fiscal year, it shall allocate no less than 5% as the remuneration to employees, and no more than 5% as the remuneration to directors.

    1. The Company proposes to distribute employees' remuneration at NT$11,666,490 and directors' remuneration at NT$11,666,488, both paid in cash.
  • IV. Execution Report on the 2nd Domestic Unsecured Convertible Corporate Bond, hereby submitted for review.

  • Explanation: 1. The Company issued its 2nd domestic unsecured convertible corporate bond upon resolution of the board of directors on May 3, 2022 for the construction of new plants and repayment of the bank borrowings. The total amount raised was NT$400 million. On May 27, 2022, Jin-Guan-Zheng-Fa-Zi No. 1110343177 was declared effective, and with the approval of the consortium juristic person, the Republic of China Securities OTC Trading Center, on September 28, 2022, Zheng-Gui-ZhaiZi No. 11100107012, since October 3, 2022, over the counter trading began.

     2. For execution status of 2nd domestic unsecured convertible corporate bonds, please refer to Attachments III on p. 14 of this handbook.
    
  • V. Appropriation of 2023 Earnings and Cash Distribution for Capital Surplus, hereby submitted for referendum.

  • Explanation: 1. The Company distributed cash dividends of NTD 160,516,266 to shareholders from its 2023 distributable earnings at about NTD 2.3699 per share and cash dividends of NTD 8,811,818 to shareholders from its share premium at about NTD 0.1301 per share, with a total of NTD 2.5 per share, based on the number of shares held by shareholders included in the register of shareholders at the ex-dividend base date. The said distribution ratio is calculated based on the total number of outstanding ordinary shares 67,731,108.

3

  1. Cash dividends so distributed shall be rounded down to the nearest NTD according to the distribution ratio. Any portion of cash dividend less than NTD 1 will be recognized as other income.

  2. Once the proposal is approved by the board of directors, it is advisable to authorize the Chairman to determine the exdividend date, the payment date, and other related matters, and to deal with it at sole discretion when the dividend distribution ratio per share is affected due to any change in the number of the Company's outstanding shares later.

4

[Ratifications]

Proposed by the Board

  • I. Ratification of 2023 Business Report and Financial Statements, hereby submitted for ratification.

  • Explanation: 1. The company's 2023 annual business report and financial statements were reviewed and signed by accountants LI, FANG-WEN and CHEN, CHENG-CHU of Ernst & Young Certified Public Accountants and issued an unqualified audit report, which was submitted to the company's board of directors for resolution and approval, and was sent to the The Audit Committee issues an audit report for record.

    1. For the Company's 2023 Business Report and Financial Statements, please refer to Attachments I on p. 8-10, and Attachments IV and Attachments V on p. 15-30 of this handbook.

    2. The proposal is submitted for ratification.

Resolution:

Proposed by the Board

  • II. Ratification of the Proposed Distribution of 2023 Earnings, hereby submitted for ratification.

  • Explanation: 4. For information on the distribution of earnings of the Company in 2023, please refer to Attachments VI on p. 31 of this handbook.

    1. The proposal is submitted for ratification.

Resolution:

5

[Discussions]

Proposed by the Board

  • I. Proposed Partial Amendments to the "Articles of Incorporation", hereby submitted for referendum.

  • Notes: 1. The Company's "Articles of Incorporation" will be amended to meet the operational needs of the Company.

    1. Please refer to Comparison Table for the Articles of Incorporation Before and After Revision on p. 32-34 of this handbook.

    2. The proposal is submitted to the referendum.

Resolution:

6

[Extempore Motions]

[Adjournment]

7

[ Attachment]

Attachments I

2023 Business Report

Dear Shareholders:

Hereby presents the Business Report of SciVision Biotech Inc. in 2023 and 2024 in business plan.

I. Business Results 2023

(I) Outcome of Business Plan

The Company's operating revenue in 2023 was NTD 712,988,000, which was an increase of NTD 155,640,000, or about 27.93% from NTD 557,348 thousand in 2022. The growth of operating revenue is mainly attributed to the sale of absorbable anti-sticking gel, hypodermic filler and joint injection products increase.

(II) Budget Execution

The Company did not disclose the financial forecast in 2023, and hence no budget has been achieved.

(III) Financial Revenue and Expense and Profitability Analysis

Unit: NT$1,000 (except for NT$ basic earnings per share)

Item Year
2023
2022 Increase (decrease) (%)
Financial
revenue
and
expenses
Revenue 712,988 557,348 47.19%
Gross profit 512,494 371,867 56.19%
Profit after tax 177,900 141,716 60.12%
Profitability Return on total assets (%)
8.24%
6.74% 22.26%
Return on equity (%) 10.94% 9.57% 14.32%
Profit margin (%) 24.95% 25.43% (1.89%)
Basic earnings per share 2.66 2.14 24.30%
  • (IV) Research and development status (technologies or products successfully

developed in 2023)

Technology development of FuReal Synovial Fluid Supplement.

II. Summary of the 2024 business plan

(I) Operating guidelines

Based on the Company's patented hyaluronic acid CHAP platform, the Company will develop four core products: "Plastic and aesthetics," "Elderly care," "surgery," and "urology system." and products of commercial value. In addition to maintaining the leading position in the market in Taiwan, the

8

Company will also make every effort to explore new markets at home and abroad for global deployment.

  • (II) Estimated sales volume, basis, and important production and sales policies

The Company has distribution contracts signed with customers at home and abroad, and business plans are estimated based on the customers' delivery plans, marketing promotions, and actual production and sales in the past years. The management team sets overall goals and strategies, including specific plans for R&D, production, and sales, and implements and achieves them one by one.

  • III. Future development strategies of the Company

The Company will continue to use the core patented technology of hyaluronic acid CHAP platform and R&D innovation energy to evolve into the next generation technology and service scope, and also to combine the rich experience in manufacturing and quality assurance management to provide customers with more niche products and additional services. To enhance the depth and breadth of cooperation.

  • IV. Impacts of the competitive environment, the regulatory environment, and the overall business environment

  • (I) Competitive environment

Due to Russia's war in Ukraine, surrounding European countries have suffered economic setbacks, resulting in price-cutting competition in the market. The Company is active opening up emerging markets and dealing with local reputable, professional dealers so as to introduce its products to emerging markets and invest resources in R&D innovation to improve the turnover and capital momentum of products.

  • (II) Regulatory environment

The new EU Medical Device Regulation (MDR) is now in force. The stricter management of medical devices will expedite the process of eliminating the weak and retaining the strong across the medical device industry in different countries. The Company has a team with rich experience in complying with applicable regulations in different countries. It will respond appropriately to any change in regulations to minimize the impact of such change in the regulatory environment.

  • (III) Overall business environment

Amid an aging global population and improving consumer wealth and living standards, more diseases relating to medical devices and the elderly will develop, leading to increasing health spending. In the pursuit of higher quality of medical

9

care, health spending will represent a higher percentage of GDP, and the biotechnology industry will become a trending industry. Scivision's team will continue to develop and innovate on products and improve production and service capabilities with the spirit of innovation and science as the foundation, keeping a firm foothold in the Taiwan market and looking at the global market.

Sincerely,

Wish good health and success in everything

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Chairman: Han, Kai-Cheng Manager: Han, Tai-Xian
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Accounting Supervisor: Guo, Ru-Ling
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10

Attachments II

SciVision Biotech Inc.

Audit Committee's Review Report

The financial statements 2023 approved by the Audit Committee and resolved by the Board of Directors (including individual financial statements and consolidated financial statements) have been audited by Ernst & Young and found to present fairly the financial status, operating result and cash flow of the Company situation. The Business Report and Earnings Appropriation Proposal have been reviewed and found that there is no discrepancy by the Audit Committee. Prepare a report in accordance with Article 219 of the Company Law,please review it.

Sincerely,

The Company's 2024 general shareholders' meeting

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Committee Chairperson: March 7, 2024

11

SciVision Biotech Inc.

Audit Committee's Review Report

The financial statements 2023 approved by the Audit Committee and resolved by the Board of Directors (including individual financial statements and consolidated financial statements) have been audited by Ernst & Young and found to present fairly the financial status, operating result and cash flow of the Company situation. The Business Report and Earnings Appropriation Proposal have been reviewed and found that there is no discrepancy by the Audit Committee. Prepare a report in accordance with Article 219 of the Company Law,please review it.

Sincerely,

The Company's 2024 general shareholders' meeting

Audit Committee:

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March 7, 2024

12

SciVision Biotech Inc.

Audit Committee's Review Report

The financial statements 2023 approved by the Audit Committee and resolved by the Board of Directors (including individual financial statements and consolidated financial statements) have been audited by Ernst & Young and found to present fairly the financial status, operating result and cash flow of the Company situation. The Business Report and Earnings Appropriation Proposal have been reviewed and found that there is no discrepancy by the Audit Committee. Prepare a report in accordance with Article 219 of the Company Law,please review it.

Sincerely,

The Company's 2024 general shareholders' meeting

Audit Committee: March 7, 2024

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13

Attachments III

Execution of the 2nd Domestic Unsecured Convertible Corporate Bonds

Type of corporate bond 2nd domestic unsecured convertible corporate
bond
Issuance (process) date October 3, 2022
Face value In NT$100,000
Place of issue and trading Not applicable
Issueprice Issued atpar
Total amount In NT$400,000,000
Interest rate 0%
Term 3-year maturity: October 3,2025
Guarantor Not applicable
Trustee CathayUnited Bank Commercial Bank Co.,Ltd.
Underwriter Uni-President General Securities
Attestinglawyer Arthur Ya-Wen,Lawyer of Hanchen Law Offices
Attesting CPA Ernst & Young
CPAs Li,Fang-wen and Hung,Kuo-sen
Redemption method Except for the conversion into the Company's
common shares by the bondholders according to
the Issuance and Conversion Regulations, or the
repurchase and cancellation of the Company by
the Company, the face value of the bonds plus
interest compensation shall be accrued upon
maturity (the interest compensation shall be
3.0301% of the face value of the bond and the
effective annual yield rate shall be 1%) to be
repaid in cash.
Number of common shares that have
been converted
3,728,020 shares
Amount not converted NT$222,900,000

14

Attachments IV

Auditors’ Report and 2023 Parent Company Only Financial Statements

To SciVision Biotech Inc.,

Audit Opinion

We have audited the accompanying financial statements of SciVision Biotech Inc. (the “Company”), which comprise the balance sheets as of December 31, 2023 and 2022 and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Audit Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters identified in the audit of the Company's financial statements as of and for the year ended December 31, 2023 are stated as follows:

  • I. Valuation of inventories

As of December 31, 2023, the net amount of inventories related to the Company was NT$87,252 thousand, which is significant to the Company. Given high threshold for biotech and its position in regulations and patents, there are no concerns about a significant decline in value. However, products with a limited shelf life may be slow-moving, expired and therefore unsalable. As the provision for slow-moving or obsolete stocks requires management's significant judgment, we identified it as a key audit matter.

Our audit procedures performed in respect of the key audit matter include, without limitation, understanding and testing the effectiveness of the design and implementation of the internal control

15

system for inventories established by management, including carry-over of inventory costs and evaluation of the inventory status; evaluating the stocktaking plan made by management, selecting major inventories locations and observing inventory counting to determine the quantity and status of inventories, test the correctness of the inventory age and analyze any change in the inventory age and consider the expected demand and market value of inventories, and determining management's analysis and evaluation of slow-moving or obsolete stocks, including the possibility of realizing inventories and estimation of the net realizable value, and testing whether the provision for writing down the value of inventories to the net realizable value is appropriate.

We have also considered the appropriateness of the disclosure of inventories in Notes (5) and (6) to the accompanying financial statements.

  • II. Revenue Recognition

The Company mainly specializes in the research, development, manufacturing and sales of applied products such as hyaluronic acid, and its sales revenue, greatly affected by regulations, is the main indicator for evaluating the Company's financial or business performance. Given the significant risk in sales revenue recognition as to whether the presented amount is correct, we identified it as a key audit matter.

Our audit procedures performed in respect of the key audit matter include, without limitation, understanding and testing the effectiveness of the design and implementation of the internal control system for the sales and collection cycle; spot-checking transaction documents containing sales revenue such as contracts, POs and shipping orders, verifying material clauses in POs or contracts, identifying the performance obligations of contracts or POs, price allocation and confirm the timing of satisfaction, so as to determine the correctness of the timing of transaction recognition; selecting the samples of sales transactions for a specific period before and after the balance sheet date and checking relevant documents to confirm that revenue has been properly cut off; and conducting analytical procedures for products to determine whether there are significant anomalies.

We have also considered the appropriateness of the disclosure of revenue in Note (6) to the accompanying financial statements.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.

16

Auditors' Responsibilities for the Audit of 2023 Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • I. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • II. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • IV. Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • V. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • VI. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

  • We communicate with those charged with governance regarding, among other matters, the

  • planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

17

relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Ernst & Young

The competent authority has approved the Company's financial statements Report No.: Jin-Guan-Zheng-Shen-Zi No. 1010045851

Jin-Guan-Zheng-Shen-Zi No. 1100352201

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Auditor:

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March 7, 2024

18

SciVision Biotech Inc.

BALANCE SHEETS

As of December 31, 2023 and 2022

(Unit: In Thousands of New Taiwan Dollars) Thousands of New Taiwan Dollars)
ASSETS December 31, 20 23 December 31, 20 22 Liabilities and equity December 31, 20 23 December 31, 2022
Code AccountingItem Note Amount % Amount % Code AccountingItem Note Amount % Amount %
1100
1110
1136
1150
1170
1180
1200
130x
1410
11xx
1550
1600
1755
1780
1840
1920
1980
1990
15xx
1xxx
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit or loss - current
Financial assets at amortized cost - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Total current assets
NON-CURRENT ASSETS
Investments using the equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Refundable deposits
Other financial assets - non-current
Other non-current assets
Total non-current assets
Total assets
4/6.1
4/6.2
4/6.3
4/6.4
4/6.5
6.5/7
4/6.6
4/6.7
4/6.8
4/6.16
4/6.9
4/6.19
8
505,288
$ 59,055
233,900
4,200
90,355
-
933
87,252
14,888
995,871
4,363
1,112,377
22,817
2,032
15,495
260
-
2,950
1,160,294
2,156,165
$
23
3
11
-
4
-
-
4
1
46
-
52
1
-
1
-
-
-
54
100
578,838
$ 56,160
30,710
4,200
77,061
8,925
1,075
95,868
18,648
871,485
6,846
1,160,194
24,084
2,575
25,035
261
2,010
2,950
1,223,955
2,095,440
$
28
3
1
-
4
-
-
5
1
2130
2150
2170
2200
2230
2280
2399
21xx
2530
2550
2570
2580
2640
2645
25xx
2xxx
3100
3110
3130
3200
3300
3310
3320
3350
3400
3xxx
CURRENT LIABILITIES
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Lease liabilities - current
Other current liabilities - others
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable
Provision- non-current
Deferred income tax liabilities
Lease liabilities - non-current
Net defined benefit liabilities - non-current
Deposits received
Total non-current liabilities
Total liabilities
Share capital
Common stock
Bond Conversion Entitlement Certificates
Total shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
Total liabilities and equity
EQUITY ATTRIBUTABLE TO OWNERS OF THE
PARENT
6.15
6.11
4/6.19
4/6.17
4/6.10
4/6.13
4/6.16
4/6.12
6.14
6.14
4
6,966
$ -
6,738
119,299
5,765
1,216
1,003
140,987
323,843
21,025
27
22,854
18,918
2,006
388,673
529,660
677,099
212
677,311
700,339
70,500
843
178,388
249,731
(876)
1,626,505
2,156,165
$
1
-
-
6
-
-
-
7
15
1
-
1
1
-
18
25
31
-
31
32
3
-
9
12
-
75
100
592
$ 4,063
9,954
94,571
13,973
1,197
937
-
-
-
5
1
-
-
6
19
1
-
1
1
-
22
28
31
-
31
31
3
-
7
10
-
72
100
125,287
386,688
20,904
53
24,102
25,469
2,006
42
-
56
1
-
1
-
-
-
459,222
584,509
661,904
-
58
100
661,904
648,261
56,027
859
144,723
201,609
(843)
1,510,931
2,095,440
$

(See Notes to Financial Statements)

19

SciVision Biotech Inc.

STATEMENTS OF COMPREHENSIVE INCOME

For theYears Ended December 31, 2023 and 2022

(Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars)
Code Accounting Item Note The year ended December 31, 2023 The year ended December 31, 2022
Amount % Amount %
4000
5000
5900
6000
6100
6200
6300
6900
7000
7100
7010
7020
7050
7070
7900
7950
8000
8200
8300
8310
8311
8349
8360
8361
8399
8500
9750
9850
OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance costs
Total non-operating income and expenses
NET INCOME BEFORE TAX
INCOME TAX EXPENSES
Net income for the year
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss:
Re-measurement of defined benefit plans
Items that may be reclassified subsequently to profit or loss:
Other comprehensive income (loss) for the year, net of income tax
Total comprehensive income for the year
EARNINGS PER SHARE (NT$)
Basic earnings per share
Diluted earnings per share
Income tax related to items that may be reclassified subsequently to
profit or loss
Income tax related to items that will not be reclassified subsequently to profit or
loss
Share of profit and loss of subsidiaries and associates recognized using
the equity method
Net income of the entity continuing as a going concern for the year
Exchange differences in translating the financial statements of foreign
operations
4/6.15/7
4/6.6/6.17
4/6.17
6.18
6.19
6.18
6.19
6.19
4/6.20
710,749
$ (200,494)
510,255
(176,480)
(76,006)
(55,776)
(308,262)
201,993
14,872
861
2,941
(8,220)
(2,450)
8,004
209,997
(32,097)
177,900
177,900
610
(122)
(33)
-
455
178,355
$ 2.66
$ 2.41
$
100
(28)
72
(25)
(11)
(8)
(44)
28
2
-
-
-
-
2
30
(5)
25
25
-
-
-
-
-
25
557,102
$ (185,481)
371,621
(110,177)
(70,973)
(52,460)
(233,610)
138,011
4,870
168
40,230
(6,458)
(3,271)
35,539
173,550
(31,834)
141,716
141,716
3,759
(752)
16
-
3,023
144,739
$ 2.14
$ 1.92
$
100
(33)
67
(20)
(13)
(9)
(42)
25
1
-
7
(1)
(1)
6
31
(6)
25
25
1
-
-
-
1
26

20

SciVision Biotech Inc.

PARENT COMPANY ONLY STATEMENTS OF CHAMGES IN EQUITY

For the Years Ended December 31, 2023 and 2022

(Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars)
Item Share capital Capital surplus Retained earnings Other equity Total
Common stock Bond Conversion
Entitlement Certificates
Legal reserve Special reserve Unappropriated
earnings
Exchange Differences in
Translating the Financial
Statements of Foreign
Operations
Code 3110 3130 3200 3310 3320 3350 3410 31XX
A1
B1
B3
B5
C5
D1
D3
D5
Z1
A1
B1
B5
B17
C15
D1
D3
D5
I1
Z1
Appropriation of 2021 earnings
Legal reserve
Special reserve
Common share cash dividend
Issuance of convertible corporate bonds - Share subscription
Net income for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022
Balance at December 31, 2022
Appropriation of 2022 earnings
Legal reserve
Common share cash dividend
Special reserve
Dividends from capital surplus
Net income for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023
Conversion of convertible corporate bonds
Balance at December 31, 2023
Balance at January 1, 2022
Total comprehensive income for the year ended December 31, 2022
Balance at January 1, 2023
Total comprehensive income for the year ended December 31, 2023
661,904
$
-
$
638,120
$ 10,141
45,601
$ 10,426
851
$ 8
104,264
$ (10,426)
(8)
(93,830)
141,716
3,007
(859)
$ 16
1,449,881
$ -
-
(93,830)
10,141
141,716
3,023
- - - - - 144,723 16 144,739
661,904
$ 661,904
$
-
$ -
$
648,261
$ 648,261
$ (3,035)
56,027
$ 56,027
$ 14,473
859
$ 859
$ (16)
144,723
$ 144,723
$ (14,473)
(130,266)
16
177,900
488
(843)
$
1,510,931
$ 1,510,931
$ -
(130,266)
-
(3,035)
177,900
455
(843)
$ (33)
- - - - - 178,388 (33) 178,355
15,195 212 55,113 70,520
677,099
$
212
$
700,339
$
70,500
$
843
$
178,388
$
(876)
$
1,626,505
$

21

SciVision Biotech Inc.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2023 and 2022

(Unit: In Thousands of (Unit: In Thousands of (Unit: In Thousands of (Unit: In Thousands of New Taiwan Dollars)
Code Item The year ended
December 31,2023
The year ended
December 31,2022
Code Item The year ended
December 31,2023
The year ended
December 31,2022
Amount Amount Amount Amount
AAAA
A10000
A20000
A20010
A20100
A20200
A20400
A20900
A21200
A22400
A22500
A23000
A29900
A30000
A31130
A31150
A31160
A31180
A31200
A31230
A31240
A32125
A32130
A32150
A32180
A32230
A32240
A33000
A33100
A33300
A33500
AAAA
CASH FLOWS FROM OPERATING ACTIVITIES
Net income before tax
Adjustments for:
Income and expense items that do not affect cash flows:
Depreciation expense
Amortization expense
Net profit on financial assets at fair value through profit or loss
Interest expense
Interest income
Share of profit and loss of subsidiaries and associates
Gain on disposal of property, plant and equipment
Gain on disposal of non-current assets held for sale
Other items
Asset/liability variation related to operating activities:
Increase in notes receivable
Increase in accounts receivable
Decrease (increase) in accounts receivablerelated parties
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease in other current assets
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase in other payables
Increase in other current liabilities
Decrease in net defined benefit liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash inflow from operating activities
209,997
$ 62,463
543
(2,895)
8,220
(14,872)
2,450
(544)
-
(1,379)
-
(13,294)
8,925
356
8,658
3,760
-
6,374
(4,063)
(3,216)
25,057
66
(5,941)
290,665
14,718
(424)
(30,973)
273,986
173,550
$ 61,338
679
1,977
6,458
(4,870)
3,271
(1,235)
(29,310)
(4,928)
(4,200)
(6,050)
(1,569)
(216)
(13,003)
(2,056)
22
(1,120)
1,788
6,770
13,187
65
(6,681)
193,867
4,124
(2,991)
(11,510)
183,490
BBBB
B00040
B00060
B01800
B00100
B02600
B02700
B02800
B03800
B06600
BBBB
CCCC
C01200
C01300
C01600
C01700
C03000
C04020
C04500
CCCC
EEEE
E00100
E00200
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
Repayments of financial assets due at amortized cost
Acquisition of investments using the equity method
Disposal of non-current assets held for sale
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Decrease in refundable deposits
Decrease in other financial assets
Net cash inflow (outflow) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of bonds payable
Repayments of bonds payable
Issuance of long-term borrowings
Repayments of long-term borrowings
Increase in deposits received
Repayments of the principal portion of lease liabilities
Cash dividends
Net cash inflow (outflow) from financing activities
Increase (decrease) in cash and cash equivalents for the year
Acquisition of financial assets at fair value through profit
or loss
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE
END OF THE YEAR
(264,400)
62,610
-
-
-
(14,485)
1,258
1
2,010
(213,006)
-
-
-
-
-
(1,229)
(133,301)
(134,530)
(73,550)
578,838
505,288
$
(146,099)
155,743
(8,000)
(58,137)
48,945
(14,964)
7,536
-
52,793
37,817
400,000
(304,523)
300,000
(600,000)
6
(1,367)
(93,830)
(299,714)
(78,407)
657,245
578,838
$

(See Notes to Financial Statements)

22

Attachments V

Auditors’ Report and 2023 Consolidated Financial Statements

To SciVision Biotech Inc.,

Audit Opinion

We have audited the accompanying consolidated financial statements of SciVision Biotech Inc. (the “Company”) and its subsidiaries (collectively, the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Audit Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters identified in the audit of the Group's consolidated financial statements as of and for the year ended December 31, 2023 are stated as follows:

I. Valuation of inventories

As of December 31, 2023, the net amount of inventories related to the Group was NT$87,252 thousand, which is significant to the Group. Given high threshold for biotech and its position in regulations and patents, there are no concerns about a significant decline in value. However, products with a limited shelf life may be slow-moving, expired and therefore unsalable. As the provision for slowmoving or obsolete stocks requires management's significant judgment, we identified it as a key audit matter.

Our audit procedures performed in respect of the key audit matter include, without limitation,

23

understanding and testing the effectiveness of the design and implementation of the internal control system for inventories established by management, including carry-over of inventory costs and evaluation of the inventory status; evaluating the stocktaking plan made by management, selecting major inventories locations and observing inventory counting to determine the quantity and status of inventories, test the correctness of the inventory age and analyze any change in the inventory age and consider the expected demand and market value of inventories, and determining management's analysis and evaluation of slow-moving or obsolete stocks, including the possibility of realizing inventories and estimation of the net realizable value, and testing whether the provision for writing down the value of inventories to the net realizable value is appropriate.

We have also considered the appropriateness of the disclosure of inventories in Notes (5) and (6) to the accompanying consolidated financial statements.

II. Revenue Recognition

The Group mainly specializes in the research, development, manufacturing and sales of applied products such as hyaluronic acid, and its sales revenue, greatly affected by regulations, is the main indicator for evaluating the Group's financial or business performance. Given the significant risk in sales revenue recognition as to whether the presented amount is correct, we identified it as a key audit matter.

Our audit procedures performed in respect of the key audit matter include, without limitation, understanding and testing the effectiveness of the design and implementation of the internal control system for the sales and collection cycle; spot-checking transaction documents containing sales revenue such as contracts, POs and shipping orders, verifying material clauses in POs or contracts, identifying the performance obligations of contracts or POs, price allocation and confirm the timing of satisfaction, so as to determine the correctness of the timing of transaction recognition; selecting the samples of sales transactions for a specific period before and after the balance sheet date and checking relevant documents to confirm that revenue has been properly cut off; and conducting analytical procedures for products to determine whether there are significant anomalies.

We have also considered the appropriateness of the disclosure of revenue in Note (6) to the accompanying consolidated financial statements.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

24

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. And are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • I. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • II. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  • III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • IV. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • V. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • VI. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

25

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the Group for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHERS

We have also audited the financial statements of the Company as of and for the year ended December 31, 2023 on which we have issued an unmodified opinion.

Ernst & Young

The competent authority has approved the Company's financial statements Report No.: Jin-Guan-Zheng-Shen-Zi No. 1010045851

Jin-Guan-Zheng-Shen-Zi No. 1100352201

Li, Fang-Wen

Auditor:

Hung, Kuo-sen

==> picture [184 x 58] intentionally omitted <==

==> picture [169 x 55] intentionally omitted <==

March 7, 2024

26

SciVision Biotech Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS As of December 31, 2023 and 2022

(Unit: In Tho (Unit: In Tho usands of New Taiwan Dollars) usands of New Taiwan Dollars)
ASSETS December 31, 2 023 December 31, 2 022 Liabilities and equity December 31, 2023 December 31, 2022
Code Accounting Item Note Amount % Amount % Code Accounting Item Note Amount % Amount %
1100
1110
1136
1140
1150
1170
1180
1200
130x
1410
1470
11xx
1600
1755
1780
1840
1920
1980
1990
15xx
1xxx
CURRENT ASSETS
Cash and cash equivalents
Financial assets at amortized cost - current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Net Inventories
Prepayments
Other current assets - others
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Refundable deposits
Other financial assets - non-current
Other non-current assets
Total non-current assets
Total assets
Financial assets at fair value through profit or loss -
current
4/6.1
4/6.2
4/6.3
6.14
4/6.4
4/6.5
6.5/7
4/6.6
4/6.7
4/6.15
4/6.8
4/6.18
8
511,101
$ 59,055
233,900
491
4,200
90,491
-
1,023
87,252
15,479
916
23
3
11
-
-
4
-
-
4
1
-
587,017
$ 56,160
30,710
41
4,200
77,171
8,925
1,155
95,868
18,651
1,132
28
3
1
-
-
4
-
-
5
1
-
2130
2150
2170
2200
2230
2280
2399
21xx
2530
2550
2570
2580
2640
2645
25xx
2xxx
3100
3110
3130
3200
3300
3310
3320
3350
3400
31xx
3xxx
CURRENT LIABILITIES
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Income tax liabilities for the year
Lease liabilities - current
Other current liabilities - others
Total current liabilities
NON-CURRENT LIABILITIES
Corporate bonds payable
Provision for liabilities - non-current
Deferred income tax liabilities
Lease liabilities - non-current
Net defined benefit liabilities - non-current
Deposits received
Total non-current liabilities
Total liabilities
Share capital
Common stock
Bond Conversion Entitlement Certificates
Total shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
TOTAL EQUITY ATTRIBUTABLE TO
SHAREHOLDERS OF THE PARENT
Total equity
Total liabilities and equity
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
4/6.14
6.10
4/6.18
4/6.17
4/6.9
4/6.12
7
4/6.11
6.13
6.13
4
7,023
$ -
6,745
123,199
5,765
1,216
1,044
-
-
-
7
-
-
-
699
$ 4,063
9,954
97,245
13,973
1,197
952
-
-
-
5
1
-
-
6
19
1
-
1
1
-
22
28
31
-
31
31
3
-
7
10
-
72
72
100
144,992 7 128,083
323,843
21,025
27
22,854
18,918
2,006
15
1
-
1
1
-
386,688
20,904
53
24,102
25,469
2,006
1,003,908 46 881,030 42
1,112,585
22,817
2,149
15,495
266
-
2,950
52
1
-
1
-
-
-
1,160,194
24,084
2,666
25,035
267
2,010
2,950
56
1
-
1
-
-
-
388,673 18 459,222
533,665 25 587,305
677,099
212
31
-
661,904
-
1,156,262 54 1,217,206 58
2,160,170
$
100 2,098,236
$
100 677,311 31 661,904
700,339
70,500
843
178,388
32
3
-
9
648,261
56,027
859
144,723
249,731 12 201,609
(876) - (843)
1,626,505 75 1,510,931
1,626,505 75 1,510,931
2,160,170
$
100 2,098,236
$

(See Notes to Consolidated Financial Statements)

27

SciVision Biotech Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For theYears Ended December 31, 2023 and 2022

(Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars)
Code Accounting Item Note The year ended December 31, 2023 The year ended December 31, 2022
Amount % Amount %
4000
5000
5900
6000
6100
6200
6300
OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
4/6.14/7
4/6.6/6.16
4/6.16
712,988
$ (200,494)
512,494
(176,670)
(82,771)
(53,415)
100
(28)
72
(24)
(12)
(8)
557,348
$ (185,481)
100
(33)
67
(21)
(13)
(9)
371,867
(110,177)
(74,619)
(52,460)
6900
7000
7100
7010
7020
7050
7900
7950
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance costs
Total non-operating income and expenses
NET INCOME BEFORE TAX
INCOME TAX EXPENSES
6.17
6.18
(312,856)
199,638
14,897
751
2,931
(8,220)
10,359
209,997
(32,097)
(44)
28
2
-
-
(1)
1
29
(4)
(237,256) (43)
24
1
-
7
(1)
7
31
(6)
134,611
4,884
170
40,343
(6,458)
38,939
173,550
(31,834)
8000
8200
8300
8310
8311
8349
8360
8361
8399
8500
9750
9850
Net income for the year
OTHER COMPREHENSIVE INCOME
Re-measurement of defined benefit plans
Total comprehensive income for the year
Earnings Per Share (NT$)
Basic earnings per share
Diluted earnings per share
Exchange Differences in Translating the Financial Statements of Foreign
Operations
Other comprehensive income (loss) for the year, net of
income tax
Income tax related to items that will not be reclassified
subsequently to profit or loss
Income tax related to items that may be reclassified
subsequently to profit or loss
Items that will not be reclassified subsequently to profit or
loss
Items that may be reclassified subsequently to profit or loss
Net income of the entity continuing as a going concern for
the year
6.17
6.18
6.18
4/6.19
177,900
177,900
610
(122)
(33)
-
455
178,355
$ 2.66
$ 2.41
$
25
25
-
-
-
-
-
25
141,716 25
25
1
-
-
-
1
26
141,716
3,759
(752)
16
-
3,023
144,739
$ 2.14
$ 1.92
$

(See Notes to Consolidated Financial Statements)

28

SciVision Biotech Inc. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Years Ended December 31, 2023 and 2022

(Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars)
Item Share capital Capital surplus Retained earnings Other equity Total equity
Common stock Bond Conversion
Entitlement
Certificates
Legal reserve Special reserve Unappropriated
earnings
Exchange differences on
translation of foreign
operations
Code 3110 3130 3200 3320 3350 3410 31XX
A1 Appropriation of 2021 earnings
Balance at January 1, 2022
661,904
$
-
$
638,120
$
45,601
$
851
$
104,264
$
(859)
$
1,449,881
$
B1
B3
B5
C5
D1
D3
D5
Z1
Legal reserve
Special reserve
Common share cash dividend
Issuance of convertible corporate bonds - Share subscription
Net income for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022
Balance at December 31, 2022
Total comprehensive income for the year ended December 31, 2022
10,141 10,426 8 (10,426)
(8)
(93,830)
141,716
3,007
16 -
-
(93,830)
10,141
141,716
3,023
- - - - - 144,723 16 144,739
661,904
$
-
$
648,261
$
56,027
$
859
$
144,723
$
(843)
$
1,510,931
$
A1
B1
B5
Appropriation and distribution of earnings for the year ended December 31, 2022
Legal reserve
Common share cash dividend
Balance at January 1, 2023
661,904
$
-
$
648,261
$
56,027
$ 14,473
859
$
144,723
$ (14,473)
(130,266)
(843)
$
1,510,931
$ -
(130,266)
B17
C15
D1
D3
D5
I1
Z1
Special reserve
Dividends from capital surplus
Net income for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023
Conversion of convertible corporate bonds
Balance at December 31, 2023
Total comprehensive income ) for the year ended December 31, 2023
(3,035) (16) 16
177,900
488
(33) -
(3,035)
177,900
455
- - - - - 178,388 (33) 178,355
15,195 212 55,113 70,520
677,099
$
212
$
700,339
$
70,500
$
843
$
178,388
$
(876)
$
1,626,505
$

(See Notes to Consolidated Financial Statements)

29

SciVision Biotech Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2023 and 2022

(Unit: In Thousands of New Taiwan Dollars) (Unit: In Thousands of New Taiwan Dollars)
Code Item The year ended
December 31,2023
The year ended
December 31,2022
Code Item The year ended
December 31,2023
The year ended
December 31,2022
Amount Amount Amount Amount
AAAA
A10000
A20000
A20010
A20100
A20200
A20400
A20900
A21200
A22500
A23000
A29900
A30000
A31125
A31130
A31150
A31160
A31180
A31200
A31230
A31240
A32125
A32130
A32150
A32180
A32230
A32240
A33000
A33100
A33300
A33500
AAAA
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income before tax for the year
Adjustments for:
Income and expense items that do not affect cash flows:
Depreciation expense
Amortization expense
Net profit on financial assets at fair value through profit or
Interest expense
Interest income
Gain on disposal of property, plant and equipment
Gain on disposal of non-current assets held for sale
Other items
Asset/liability variation related to operating activities:
Increase in contract assets
Increase in notes receivable
Increase in accounts receivable
Decrease (increase) in accounts receivablerelated parties
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease in other current assets
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase in other payables
Increase (decrease) in other current liabilities
Decrease in net defined benefit liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash inflow from operating activities
209,997
$ 62,504
627
lo
(2,895)
8,220
(14,897)
(544)
-
(1,337)
(450)
-
(13,320)
8,925
346
8,616
3,172
216
6,324
(4,063)
(3,209)
26,283
92
(5,941)
288,666
14,743
(424)
(30,973)
272,012
173,550
$ 61,338
720
1,977
6,458
(4,884)
(1,235)
(29,310)
(4,928)
(41)
(4,200)
(6,160)
(1,569)
(217)
(13,003)
(2,059)
202
(1,013)
1,788
6,770
14,769
80
(6,681)
192,352
4,138
(2,991)
(11,510)
181,989
BBBB
B00040
B00060
B00100
B02600
B02700
B02800
B03700
B03800
B04500
B06500
B06600
BBBB
CCCC
C01200
C01300
C01600
C01700
C03000
C04020
C04500
CCCC
DDDD
EEEE
E00100
E00200
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of financial assets at amortized cost
Repayments of financial assets due at amortized cost
Acquisition of financial assets at fair value through profit or l
Disposal of non-current assets held for sale
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Increase in other financial assets
Decrease in other financial assets
Net cash inflow (outflow) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of bonds payable
Repayments of bonds payable
Issuance of long-term borrowings
Repayments of long-term borrowings
Increase in deposits received
Repayments of the principal portion of lease liabilities
Cash dividends
Net cash outflow from financing activities
Increase (decrease) in cash and cash equivalents for the year
Effect of exchange rate changes on cash and cash equivalents
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF
THE YEAR
(264,400)
62,610
o
-
-
(14,734)
1,258
-
1
(110)
-
2,010
(146,099)
155,743
(58,137)
48,945
(14,964)
7,536
(6)
-
-
-
52,793
45,811
400,000
(304,523)
300,000
(600,000)
6
(1,367)
(93,830)
(299,714)
14
(71,900)
658,917
587,017
$
(213,365)
-
-
-
-
-
(1,229)
(133,301)
(134,530)
(33)
(75,916)
587,017
511,101
$

(See Notes to Consolidated Financial Statements)

30

Attachments VI

SciVision Biotech Inc.

2023 EARNINGS DISTRIBUTION PROPOSAL



Chairman: Han, Kai-Cheng Manager: Han, Tai-Xian

Accounting Supervisor: Guo, Ru-Ling

31

Attachments VII

SciVision Biotech Inc.

Comparison Table for the Articles of Incorporation Before and After Revision

Provisions Provisions after amendment Provisions before amendment Explanation of
amendments
Article 2 The Company specializes in the
following activities:
I.
C801030 Precision Chemical
Material Manufacturing.
II.
F107200
Wholesale
of
Chemical Materials.
III.
F401010 International Trade.
IV.
F113030
Wholesale
of
Precision Instruments.
V.
F213040
Retail
Sale
of
Precision Instruments.
VI.
IG01010
Biotechnology
Services.
VII. Other food manufacturing
industry
not
classified
according to CI99990.
VIII. F102170 Wholesale of Foods
and Groceries.
IX.
C801990 Other Chemical
Material Manufacturing.
X.
C802100
Cosmetics
Manufacturing.
XI.
F108040
Wholesale
of
Cosmetics.
XII. C110010
Beverage
Manufacturing.
XIII. C802041 Western Medicine
Manufacturing.
XIV. F108021
Wholesale
of
Western Medicines.
XV. F108031
Wholesale
of
Medical Devices.
XVI. CF01011 Medical Apparatus
Manufacturing.
XVII. ZZ99999 All business items
that are not prohibited or
restricted by law, except
those that are subject to
special approval.
The Company specializes in the
following activities:
I.
C801030
Precision
Chemical
Material
Manufacturing~~(Limited to~~
~~1810~~
~~Basic~~
~~Chemical~~
~~Material Manufacturing of~~
~~the~~
~~R.C.C.~~
~~Industrial~~
~~Standards); nitroglycerin,~~
~~mercury alkali chloride,~~
~~CFC,~~
~~hydroxybenzoic,~~
~~trichloroethane,~~
~~carbon~~
~~tetrachloride,~~
~~and~~
~~chemicals scheduled by the~~
~~United Nations Convention~~
~~on~~
~~the~~
~~Prohibition~~
~~of~~
~~Chemical~~
~~Weapons.~~
~~(except~~
~~Class~~
~~A~~
~~chemicals).~~
II.
F107200
Wholesale
of
Chemical
Feedstock
~~(Limited~~
~~to~~
~~4621~~
~~Wholesale of Chemical~~
~~Materials)~~.
III.
F401010
International
Trade~~(Limited to the I/O~~
~~operation corresponding to~~
~~the~~
~~registered~~
~~business~~
~~items).~~
IV.
F113030
Wholesale
of
Precision
Instruments
~~(limited to 4564 Wholesale~~
~~of Household Photographic~~
~~Equipment~~
~~and~~
~~Optical~~
~~Products~~
~~and~~
~~4649~~
~~Wholesale~~
~~of~~
~~Other~~
~~Mechanical Appliances)~~.
V.
F213040 Retail sale of
Precision
Instruments
~~(limited to Retail sale of~~
~~Other~~
~~Household~~
~~Appliances and Articles~~
~~Used in Industrial Standard~~
~~Classification of 4749 of~~
~~the R.O.C.).~~
VI.
IG01010
Biotechnology
Services~~(limited to 7210~~
~~Natural and Engineering~~
~~Scientific~~
~~Research~~
~~Development Services)~~.
VII.
Other food manufacturing
industry
not
classified
Deleted the
original notes
as required by
the local
competent
authority

32

Provisions Provisions after amendment Provisions before amendment Provisions before amendment Explanation of
amendments
VIII.
IX.
X.
XI.
XII.
XIII.
according
to
CI99990
~~(limited to 0899 Industrial~~
~~Standard Classification of~~
~~the Republic of China,~~
~~other food manufacturing~~
~~industry not classified)~~.
F102170
Wholesale
of
Foods
and
Groceries
~~(limited to 4544 Wholesale~~
~~of Frozen Prepared Foods,~~
~~4545 Wholesale of Dairy~~
~~Products,~~
~~Eggs,~~
~~Edible~~
~~Oils, 4548 Wholesale of~~
~~Coffee, Tea and Flavoring~~
~~Products,~~
~~and~~
~~4549~~
~~Wholesale of Other Foods~~
~~agricultural~~
~~product~~
~~wholesale market).~~
C801990 Other Chemical
Materials
Manufacturing
~~(Limited to 1810 Basic~~
~~Chemical~~
~~Material~~
~~Manufacturing~~
~~of~~
~~the~~
~~R.C.C.~~
~~Industrial~~
~~Standards); nitroglycerin,~~
~~mercury alkali chloride,~~
~~CFC,~~
~~hydroxybenzoic,~~
~~trichloroethane,~~
~~carbon~~
~~tetrachloride,~~
~~and~~
~~chemicals scheduled by the~~
~~United Nations Convention~~
~~on~~
~~the~~
~~Prohibition~~
~~of~~
~~Chemical~~
~~Weapons.~~
~~(except~~
~~Class~~
~~A~~
~~chemicals).~~
C802100
Cosmetics
Manufacturing~~(limited to~~
~~Industrial~~
~~Standard~~
~~Classification~~
~~1940~~
~~Cosmetics Manufacturing)~~.
F108040
Wholesale
of
Cosmetics~~(limited to 4572~~
~~Wholesale of Cosmetics by~~
~~Industrial~~
~~Standard~~
~~Classification~~
~~of~~
~~the~~
~~Republic of China).~~
C110010
Beverage
Manufacturing~~(Limited to~~
~~Industrial~~
~~Standard~~
~~Classification~~
~~of~~
~~the~~
~~Republic of China 0920~~
~~Non-Alcoholic~~
~~Beverage~~
~~Manufacturing)~~.
C802041 Manufacture of
Drugs
and
Medicines
~~(limited to 2001 bulk drug~~
~~manufacturing,~~
~~2003~~

33

Provisions Provisions after amendment Provisions before amendment Provisions before amendment Explanation of
amendments
XIV.
XV.
XVI.
XVII.
~~biological~~
~~drug~~
~~manufacturing and 2005 in-~~
~~vitro~~
~~testing~~
~~reagent~~
~~manufacturing)~~.
F108021
Wholesale
of
Western
Pharmaceutical
~~(only for 4571 Wholesale~~
~~of Medicines and Medical~~
~~Supplies).~~
F108031
Wholesale
of
Medical Devices~~(limited~~
~~to 4565 Wholesale of~~
~~Watches, Optical Devices,~~
~~4571 Drugs and Medical~~
~~Supplies Wholesale and~~
~~4649 Wholesale of Other~~
~~Mechanical Appliances)~~.
CF01011 Medical Devices
Manufacturing~~(limited to~~
~~2760~~
~~Radiation~~
~~and~~
~~Electro-medical Equipment~~
~~Manufacturing~~
~~of~~
~~the~~
~~Industrial~~
~~Standard~~
~~Classification~~
~~of~~
~~the~~
~~People's Republic of China,~~
~~3321~~
~~Optical~~
~~Manufacturing and 3329~~
~~Other Medical Apparatus~~
~~and~~
~~Supplies~~
~~Manufacturing)~~.
ZZ99999
All
business
activities
that
are
not
prohibited or restricted by
law, except those that are
subject to special approval.
Article 20 These Articles of Incorporation were
enacted on October 23, 2001.
The 1st amendment was made on
November 9, 2001.
…………………(Omitted)
The 20th amendment was made on
June 28, 2023.
The 21th amendment was made on
June 26, 2024.
These Articles of Incorporation were
enacted on October 23, 2001.
The 1st amendment was made on
November 9, 2001.
…………………(Omitted)
The 20th amendment was made on
June 28, 2023.
Addition
of
the date of the
last
amendment

34

[Appendix]

Appendix I

SciVision Biotech Inc. Articles of Incorporation

Chapter 1 General Provisions

  • Article 1: The Company is incorporated under the Company Act and its name is Scivision Biotech Inc. Article 2: The business scope of the Company is as follows. I. C801030 Precision Chemical Material Manufacturing (Limited to 1810 Basic Chemical Material Manufacturing of the R.C.C. Industrial Standards); nitroglycerin, mercury alkali chloride, CFC, hydroxybenzoic, trichloroethane, carbon tetrachloride, and chemicals scheduled by the United Nations Convention on the Prohibition of Chemical Weapons. (except Class A chemicals).

  • II. F107200 Wholesale of Chemical Materials (Limited to 4621 Wholesale of Chemical Materials). III. F401010 International Trade (Limited to the I/O operation corresponding to the registered business items).

  • IV. F113030 Wholesale of Precision Instruments (limited to 4564 Wholesale of Household Photographic Equipment and Optical Products and 4649 Wholesale of Other Mechanical Appliances).

  • V. F213040 Retail sale of Precision Instruments (limited to Retail sale of Other Household Appliances and Articles Used in Industrial Standard Classification of 4749 of the R.O.C.).

  • VI. IG01010 Biotechnology Services (limited to 7210 Natural and Engineering Scientific Research Development Services).

  • VII. Other food manufacturing industry not classified according to CI99990 (limited to 0899 Industrial Standard Classification of the Republic of China, other food manufacturing industry not classified).

  • VIII. F102170 Wholesale of Foods and Groceries (limited to 4544 Wholesale of Frozen Prepared Foods, 4545 Wholesale of Dairy Products, Eggs, Edible Oils, 4548 Wholesale of Coffee, Tea and Flavoring Products, and 4549 Wholesale of Other Foods agricultural product wholesale market).

  • IX. C801990 Precision Chemical Material Manufacturing (Limited to 1810 Basic Chemical Material Manufacturing of the R.C.C. Industrial Standards); nitroglycerin, mercury alkali chloride, CFC, hydroxybenzoic, trichloroethane, carbon tetrachloride, and chemicals scheduled by the United Nations Convention on the Prohibition of Chemical Weapons. (except Class A chemicals).

  • X. C802100 Cosmetics Manufacturing (limited to Industrial Standard Classification 1940 Cosmetics Manufacturing).

  • XI. F108040 Wholesale of Cosmetics (limited to 4572 Wholesale of Cosmetics by Industrial Standard Classification of the Republic of China).

  • XII. C110010 Beverage Manufacturing (Limited to Industrial Standard Classification of the Republic of China 0920 Non-Alcoholic Beverage Manufacturing).

  • XIII. C802041 Western Medicine Manufacturing (limited to 2001 bulk drug manufacturing, 2003 biological drug manufacturing and 2005 in-vitro testing reagent manufacturing).

  • XIV. F108021 Wholesale of Western Medicines (only for 4571 Wholesale of Medicines and Medical Supplies).

  • XV. F108031 Wholesale of Medical Devices (limited to 4565 Wholesale of Watches, Optical Devices, 4571 Drugs and Medical Supplies Wholesale and 4649 Wholesale of Other Mechanical Appliances).

  • XVI. CF01011 Medical Apparatus Manufacturing (limited to 2760 Radiation and Electro-medical Equipment Manufacturing of the Industrial Standard Classification of the People's Republic of China, 3321 Optical Manufacturing and 3329 Other Medical Apparatus and Supplies Manufacturing).

XVII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

35

  • Article 2-1: The Company may endorse endorsements and guarantees for business purposes in accordance with the Company's Procedures for Endorsement and Guarantee.

  • Article 2-2: The Company may invest in other businesses under the resolution of the board of directors as deemed necessary for its business operations, and the total amount of such reinvestment may exceed 40% of the Company's paid-in capital, notwithstanding the restrictions imposed by Article 13 of the Company Act.

  • Article 3: The head office of the Company shall be established in Kaohsiung City. If necessary, upon the resolution of the Board of Directors, branch offices may be established domestically or overseas.

  • Article 4: The public announcement method of the Company shall be handled in accordance with Article 28 of the Company Act.

Chapter 2 Shares

  • Article 5: The total capital of the Company shall be NTD 1,000,000,000, divided into 100,000,000 shares, at the end of each share, NTD 10, shall be issued in tranches.

  • Article 6: The share certificates of the Company shall be in registered form, signed or sealed by the Directors representing the Company, and certified for issuance by the competent authority in accordance with the laws.

  • Where necessary, the shares of the Company may be consolidated and exchanged for large denominations or printing of share certificates may be exempted.

  • Shares issued under the preceding paragraph should be deposited with the Centralized Securities Depository Enterprise for custody or registration.

  • Article 7: No change or transfer of shares may be made within 60 days before a regular session of the General Meeting of Shareholders, or within 30 days before a special session of the General Meeting of Shareholders is convened, or within 5 days prior to the record date for the distribution of dividends, bonuses, or other interests by the Company.

Chapter 3 Shareholders' Meeting

  • Article 8: The shareholders' meeting shall be of two types, the ordinary shareholders' meeting and the extraordinary shareholders' meeting. The ordinary shareholders' meeting shall be convened once per year, and shall be convened within six months after the close of each fiscal year. Extraordinary meetings are convened whenever necessary. The Board of Directors is responsible for convening the General Meeting of Shareholders unless otherwise provided in the Company Act.

  • Article 8-1: When the Company wishes to withdraw its shares from public offering, it shall not only be subject to the approval of the Board of Directors, but also by the presence of more than twothirds of the total outstanding shares in person or by proxy, with a majority votes of the shareholders attending the meeting. Revocation of the public offering may proceed after approval. In the event the total number of shares represented by the shareholders present at a shareholders’ meeting is less than the percentage of the total shareholdings required in the preceding Paragraph, the resolution may be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares of the company.

  • Article 9: In addition to complying with Article 177 of the Company Act, the requirements for proxy attendance by shareholders shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.

  • Article 10: Each shareholder of the Company shall have one vote for each share held except for the nonvoting rights granted under Article 179 and Article 197-1 of the Company Act.

  • Article 11: Unless otherwise required in the Company Act, resolutions in a shareholders' meeting shall be made by a majority vote of the shareholders present, who represent a majority of the total number

36

of issued shares.

Chapter 4 Directors

  • Article 12: The Company shall have nine to eleven directors with a term of office of three years. The candidate nomination system shall be adopted. The directors shall be elected by the shareholders' meeting from the candidate list, and may be eligible for re-elections. The total number of registered shares held by all Directors shall not be less than the ratio specified in the "Rules Governing and Auditing of Director and Supervisor Share Ownership Ratios in Public Companies." The Company may purchase liability insurances for the directors within their terms of office for the indemnification liabilities of the directors in accordance with the law.

  • The number of independent directors referred to in the preceding paragraph shall consist of at least three independent directors and no less than one fifth of the total number of directors.

  • Article 12-1: The Company established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee or its members are responsible for implementing the supervisory functions of the Company Act, Securities and Exchange Act, other laws and regulations authority. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.

  • Article 13: The Directors shall form the Board of Directors. With the attendance of more than two-thirds of the Directors and the consents of more than half of the attending Directors, a Chairman shall be elected from among the Directors to represent the Company externally. Where a director cannot attend the board meeting for any cause, the proxy shall be handled in accordance with Article 205 of the Company Act.

  • Article 14: Unless otherwise required in the Company Act, the Board of Directors' meeting shall be convened by the Chairman. In the event that the Chairman of the Board is on leave or is unable to perform the duty, the proxy thereof shall be handled in accordance with the provisions of Article 208 of the Company Act.

  • Unless otherwise required by law, resolution of the Board of Directors shall be made with the attendance of a majority of the directors and the consent of a majority of the directors present. A director who fails to attend the meeting in person may authorize another director in writing to attend the meeting. If a Board of Directors' meeting is held by teleconference, Directors who participate in the meeting through videoconference will be deemed to attend the meeting in person. The Board of Directors may be convened in writing, E-mail or fax.

  • Article 15: The Board of Directors is authorized to determine the remuneration of Directors based on the level of participation of Directors in the operation of the Company and the value of their contribution as well as the remuneration at the general level in the same industry.

Chapter 5 Managerial Officers

  • Article 16: The Company may have one President and several Vice Presidents and the manager. The appointment, dismissal and the remuneration of such persons shall be decided in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

  • Article 17: The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. The Company shall complete the final accounts at the end of each fiscal year. After that, the Board of Directors shall prepare the following statements in accordance with the Company Act and submit them to the Annual General Meeting for approval:

  • I. Business Report.

  • II. Financial Statements.

  • III. Proposal for distribution of earnings or covering losses.

37

  • Article 18: Where the Company has annual profit, the Company shall set aside no less than 5% as the remuneration to the employees and no more than 5% as the remuneration to the Directors. However, the Company shall reserve amounts to compensate in advance if it still has accumulated losses.

  • Article 18-1: The Company is a technology-intensive and capital-intensive business that is in the growth phase. To align with the Company's long-term capital planning for sustainable operation and stable growth, the dividend policy adopts residual dividend policy. Any net profits concluded at the end of the year shall be distributed in the following order:

  • (I) Tax must be paid first and then made up for past losses.

  • (II) 10% of the appropriation shall be the legal reserve unless the legal reserve reaches the amount of the Company's paid-in capital.

  • (III) Appropriate or reverse special reserve according to the needs of the Company's operation, the orders of the competent authority, or the regulations.

  • (IV) The remaining amount after setting aside the amounts specified in paragraphs 1 to 3 for shareholders' dividends, together with the undistributed earnings of the previous years, will be prepared by the board of directors and distributed in the form of new shares; in cash At that time, more than two-thirds of the directors should be present at the board meeting, and half of the directors present should pass a resolution, and report to the shareholders' meeting. 50% or more of distributable earnings shall be distributed as a percentage of earnings. Cash dividends from the distribution of earnings shall not be less than 30% of the total dividends distributed in the current year.

  • (V) The Company may distribute all or part of the legal reserve and the capital surplus by law. over two-thirds of the Board of Directors attend the meeting, and a majority of the directors present at the meeting shall have the decision resolved, and shall report the matter to the shareholders' meeting.

Chapter 7 Supplementary Provisions

  • Article 19: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act, the Securities and Exchange Act and the relevant laws and regulations.

  • Article 20: These Articles of Incorporation were enacted on October 23, 2001. The 1st amendment was made on November 9, 2001. The 2nd amendment was made on June 14, 2002. The 3rd amendment was made on October 23, 2002. The 4th amendment was made on June 30, 2003. The 5th amendment was made on June 30, 2004. The 6th amendment was made on June 29, 2005. The 7th amendment was made on June 30, 2008. The 8th amendment was made on June 10, 2009. The 9th amendment was made on June 8, 2010. The 10th amendment was made on June 9, 2011. The 11th amendment was made on June 29, 2012. The 12th amendment was made on June 28, 2013. The 13th amendment was made on June 22, 2015. The 14th amendment was made on June 16, 2016. The 15th amendment was made on May 29, 2018. The 16th amendment was made on June 25, 2019. The 17th amendment was made on June 22, 2020. The 18th amendment was made on August 23, 2021. The 19th amendment was made on June 29, 2022. The 20th amendment was made on June 28, 2023.

38

Appendix II

SciVision Biotech Inc. Rules of Procedures for Shareholders’ Meeting

  • Article 1 In order to establish a sound shareholders’ meeting governance system, improve the function of supervision, and strengthen the management function of the Company, these Rules are established for compliance in accordance with Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

  • Article 2 The rules of procedure for the Company’s shareholders’ meetings, except as otherwise provided by laws and regulations or the Articles of Incorporation, shall be in accordance with these Rules.

  • Article 3 Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the Board of Directors.

  • Thirty days before the Company convenes an annual shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders’ meeting agenda and upload them to the Market Observation Post System (MOPS). Meanwhile, 21 days before the Company convenes an annual shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. Make the shareholders’ meeting brochure and supplemental materials available for the shareholders’ review at any time fifteen days prior to a shareholders’ meeting, and leave the copies at the Company and the shareholder service agency appointed by the Company and at the venue of the shareholders’ meeting. The notice and announcement shall specify the cause of the convening meeting; the notice may be made in electronic form at the consent of the respondent.

  • Election or dismissal of directors, amendments to Articles of Incorporation, capital reduction, application for suspension of public offering, directors’ business approval, capital increase by retained earnings, company dissolution, merger, spin-off, The motion shall not be proposed as an extempore motion. The main content of the motion may be posted on the website designated by the securities competent authority or the company, and the website address shall be disclosed in the notice. Also, the matters specified in Article 26-1, Article 43-6, Regulations Governing Offering and Issuance of Securities by Articles 56-1 and Article 60-2 of the Securities and Exchange Act shall be listed in the cause of the meeting. And explain the main contents. It shall not be proposed as an extempore motion.

  • Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting, no extempore motion or inauguration date may be changed in the same meeting.

  • A shareholder holding one percent or more of the total number of the issued shares may submit to the Company a proposal for discussion at a general shareholders’ meeting. The number of items so proposed is limited only to one, and no proposal containing more than one item will be included in the meeting agenda. However, if the shareholder’s proposal is to urge the Company to promote public interests or fulfill its social responsibilities, the Board of Directors may still include the motion. A shareholder’s proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors.

Before the date on which share transfer registration is suspended prior to the convention of a regular shareholders’ meeting, the company shall announce acceptance of shareholders’ proposals, submission by paper or electronic means, submission location and time of submission; the submission period shall not be less than ten days.

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A shareholder’s proposal should be limited to 300 words. Any proposal exceeds 300 words will not be included as a motion. The shareholder shall attend the general meeting in person or by proxy, and participate in the discussion of that motion.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda, the board of directors shall state at the shareholders’ meeting why these proposals are not included.

Article 4 Shareholders may appoint a proxy to attend the shareholders’ meeting through a letter of appointment printed by the Company, stating the scope of authorization to the proxy.

  • Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to the Company at least five days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy form.

  • Once a proxy form is received by the Company, if a shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

  • Article 5 A shareholders’ meeting shall be held at the premises of the Company, or at a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting shall begin no earlier than 9:00 a.m. or later than 3:00 p.m. The opinions of independent directors should be considered sufficiently.

  • Article 6 The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The shareholders’ meeting reporting time referred to in the preceding paragraph shall be 30 minutes prior to the meeting started. There should be clear signs at the reporting place with adequate staff assigned to handle the process.

Shareholders or their proxies (collectively referred to as “shareholders”) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Persons requesting for authorization of agent shall bring their ID documents for verification.

The Company shall furnish the attending shareholders with a sign-in book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be furnished.

When the government or a juridical person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juridical person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.

  • Article 7 For a shareholders’ meeting convened by the Board of Directors, the Chairman of the Board shall preside over the meeting. In the event that the Chairman of the Board is on leave or for any reason unable to exercise the powers and powers of the Chairman, the Vice Chairman shall preside over the meeting. If the Chairman is unable to exercise his/her powers, the Chairman is to appoint a Managing Director to act as his or her representative. If there is no managing director, the Chairman is to appoint an acting director. If the Chairman does not have a representative appointed to perform this duty, one of the Managing Directors or Directors shall be elected to perform the job.

When a managing director or director serves as the chair, as referred to in the preceding paragraph, the director shall have held that position for six months or more with great understanding of the

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Company’s financial position and business conditions. The same shall apply for a representative of a institutional director to serve as the chair.

A shareholders’ meeting convened by the board of directors shall be attended by a majority of the directors.

Where a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, CPAs, or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

  • Article 8 The Company shall keep uninterrupted audio and video recording of the shareholder check-in process, the meeting proceeding and the voting counting process from the time shareholder checkin is accepted.

  • The audio and video recording in the preceding paragraph shall be kept for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

  • Article 9 The attendance of a shareholders’ meeting shall be counted by share. The shares in attendance shall be counted according to the sign-in sheet or the attendance sign-in cards submitted, plus the shares of paper-based or electronic voting.

  • The chair shall declare the meeting in session. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements for a combined total of not more than one day of meeting shall be allowed. Hour. If the number of shares held by the shareholders present at the meeting does not exceed one-third of the total outstanding shares after two postponements, the chair shall announce the adjournment.

  • In the event of the preceding two postponements and the presence of shareholders representing more than one-third of the total number of issued shares, a tentative resolution may be resolved pursuant to Article 175-1 of the Company Act, and each shareholder shall be notified of the tentative resolution. The shareholders may convene another shareholders’ meeting within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

  • Article 10 If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors and the relevant proposals (including extempore motions and amendment of original proposals) shall be voted on in order. It cannot be changed.

  • The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene other than the Board of Directors.

  • Before the proceedings (including extraordinary motions) of the preceding two paragraphs are completed, the chair may not announce the meeting is adjourned unless a resolution is reached. The shareholders present with more than half of the voting rights agree to nominate one person to be the chairman and the meeting will continue.

  • The chair shall give the opportunity to fully present and discuss proposals as well as amendments or extempore motions made by shareholders. When he considers that time is up for voting after thorough discussion, the chair may announce the suspension of discussion, proceed to voting, and allow sufficient time for voting.

  • Article 11 Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

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A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech is not in alignment with the subject on the speaker’s slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes; if the shareholder’s speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop the speech. Attending shareholders may not interfere with the speaking shareholders without the Chairman’s consent and the speaking shareholders. The Chairman will have the violating shareholders stopped. When an institutional shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

  • After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12 Voting at a shareholders’ meeting shall be based on the number of shares held.

With respect to resolutions by a shareholders’ meeting, the number of shares held by a shareholder without voting rights shall not be calculated as part of the total number of outstanding shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be counted toward the number of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of the issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the counting.

  • Article 13 Shareholders are entitled to one vote per share except for the restricted shares or non-voting shares specified in Article 179, paragraph 2 of the Company Act.

When the Company calls a shareholders’ meeting, the voting rights shall be exercised by electronic means and may be exercised by correspondence. When exercising voting rights in writing or electronically, the method of exercising shall be specified in the shareholders’ meeting convening notice. A shareholder’s exercise of voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. But to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.

A shareholder Intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders’ meeting in person, he/she/it shall, two days prior to the meeting date of the scheduled shareholders’ meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph Two. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. If the shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail.

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Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

When the chair inquires for any objections on a proposal from all of the attending shareholders but no objection is raised, it shall be deemed approved, and its effect shall be identical to the voting. In case of any objections, the voting method shall be adopted according to the preceding paragraph.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

The Chairman is to appoint the controllers of ballot and tally clerks who are shareholders for the proposals to be put to vote, if any.

Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting, and immediately after the vote counting is completed, the voting results shall be announced on-site immediately after the ballots are counted, and the minutes shall be recorded in the minutes, including the voting weights.

  • Article 14 The director election at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

  • The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

  • Article 15 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.

  • The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day and venue of a meeting, name of the chair, how resolutions are adopted, essentials of the proceedings, and the outcome of voting (including weights).. In the event of an election of directors, the number of votes in favour of each candidate shall be disclosed. The minutes shall be retained for the duration of the existence of the Company.

  • Article 16 On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, and the number of shares represented by proxies, and make an express disclosure of the same at the place of the shareholders meeting.

  • If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (Taipei Exchange) regulations, the Company shall upload the information to the MOPS within the specified time.

  • Article 17 Staff handling administrative affairs of a shareholders’ meeting shall wear an identification badge or an armband.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification badge or an armband, reading “Proctor.”

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At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

  • When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

  • Article 18 When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. Before the completion of agendas (including extraordinary motions) of the shareholders’ meeting, if the meeting venue is not available for continued use, the shareholders’ meeting may decide to seek a new venue to resume the meeting.

  • A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

  • Article 19 These Rules shall become effective when approved by a shareholders’ meeting, and the same shall apply to any amendment thereto.

  • Article 20 Enacted on June 28, 2013

  • The 1[st] amendment was made on June 22, 2015

  • The 2[nd] amendment was made on June 25, 2019

  • The 3[rd] amendment was made on June 22, 2020

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Appendix III

SciVision Biotech Inc. Required Minimum and Actual Shareholding Data by Directors

Title Name Shareholding
increase
Percentage of
ownership (Note)
Chairman Han, Kai-Cheng 1,887,880 2.70%
Director Yang, Ming-Kung 2,936,230 4.20%
Director Yang, Li, Shu-Lan 2,712,682 3.88%
Director Han, Tai-Wei 255,513 0.37%
Director Pan, Zong-Wei 2,848 0.00%
Director Kuo, Ju-Ling 438,511 0.63%
Independent director Chen, Chao-Long 0 0.00%
Independent director Chen, Rong-Chao 0 0.00%
Independent director Chen, Shuei-Tsung 0 0.00%
Total 8,233,664 11.78%

Explanatory Notes:

  1. As of April 28, 2024, the Company had issued 69,918,445 shares.

  2. The statutory minimum number of shares held by all directors shall not be less than 5,593,476 shares.

  3. The Company has established an Audit Committee as required by law; therefore, there is no requirement on the minimum shareholdings of shares for supervisors.

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